Sopra Steria Group Sa · EURONEXT:SOP
Sopra Steria Group Sa — Axway Software — Merger or Acquisition (May 2011)
86 slides from Sopra Steria Group Sa's merger presentation, May 4, 2011
Slide 1: Separation & Listing of Axway
Separation & Listing of Axway Unissons nos Talents TALENTED TOGETHER Sopra-Axway - 2011 1
Slide 2: Forward-looking statements
Forward-looking statements This document contains forecasts in respect of which there are risks and uncertainties concerning the Axway’s future growth and profitability. Axway highlights the fact that the signature of licence contracts, which often represent investments for clients, are more signi
Slide 3: Presenters
Presenters Pierre Pasquier Christophe Fabre Chairman & CEO CEO Pascal Leroy Patrick Donovan Managing Director CFO François Lefebvre Patrick Gouffran CFO IRO Kathleen Clark Bracco IRO Sopra-Axway - 2011 3
Slide 4: Schedule
Schedule 9:00 – 9:30 : Presentation of Sopra Group post transaction 9:30 – 11:30 : Presentation of Axway 11:30 – 12:30 : Q&A 12:30 – 14:00 : Luncheon Sopra-Axway - 2011 4
Slide 5: Context of planned transactions
Context of planned transactions Unissons nos Talents TALENTED TOGETHER Sopra-Axway - 2011 5
Slide 6: Project motivations
Project motivations Enhance the market visibility and perception of both Axway and Sopra Group as the distinctions between their business models have become increasingly pronounced Significantly raise Axway’s profile and heighten recognition of its value Give greater latitude to both Axway and
Slide 7: Context of planned transactions (1/2)
Context of planned transactions (1/2) Shareholding before transaction Shareholding after transaction * Sopra Group shareholders Sopra Group shareholders 100% 73.5% 100% 26.5% 100% * It should be noted that the 26.5% stake held by Sopra Group S.A. in the Company might include up to approximately 1.5%
Slide 8: Context of planned transactions (2/2)
Context of planned transactions (2/2) PASQUIER ODIN Shareholders acting in concert MANAGERS FAMILY FAMILY Investment in Sopra Group 4.74% 67.31% 27.95% Investment in Axway Pasquier Odin Sopra Sopra Managers Geninfo Caravelle Public family family GMT Développement 1.39% 2.05% 28.02% 2.23% 1.62% 12.10
Slide 9: Terms and conditions of proposed transactions
Terms and conditions of proposed transactions Distribution of an exceptional dividend to Sopra Group shareholders In the form of Axway securities: 73.5% of the share capital In cash, to offset the major portion of the tax impact arising as a result of the distribution of securities For each
Slide 10: Provisional schedule
Provisional schedule 29 April Publication of the admission prospectus approved with AMF visa 4 May Analyst presentation 5 May to 7 June Sopra Group shareholder road shows 8 June Sopra Group Shareholders’ Meeting convened to approve the separation and stock market listing 14 June 1st day of
Slide 11: Axway within Sopra Group
Axway within Sopra Group 2010 revenue €1.17 billion €208 million Margin on business activity 10.0% 14.9% Staff 13,310 1,660 o/w Axway France 70% North America 35% Geographies Europe 22% Europe 63% Rest of World 8% Rest of World 2% Consulting, Systems & Business activities Solutions Integration, Soft
Slide 12: Key events
Key events 2005 Acquisition of Newell & Budge 1999 2004 PROFit International 2000 Acquisition 1996 Acquisitions Acquisition of Axway IPO Structural of Orga Inforsud 2011 Acquisition ConsultantsValoris 1990 1980 SG2 IPO 1968 Creation of Founded 1st software 2001 Time 2002 Create Axway Acquisition Sub
Slide 13: Key figures for Sopra Group post transaction
Key figures for Sopra Group post transaction Unissons nos Talents TALENTED TOGETHER Sopra-Axway - 2011 13
Slide 14: A solid, innovative Group
A solid, innovative Group An independent European 11,650 employees worldwide Group, founded in 1968 at 31 December 2010 In the Top 10 of European Consulting and IT Services NYSE Euronext / SRD Sopra Group accompanies companies public sector entities as their organisations and information sys
Slide 15: Consistent performance
Consistent performance 958 962 912 856 Revenue (€m) 781 Profit on business activity (€m) 672 556 451 63 76 82 65 86 25 37 47 2003 2004 2005 2006 2007 2008 2009 2010 Total growth -2% +23% +21% +16% +10% +12% -5% +5% Organic growth -2% +11% +9% +7% +9% +11% -4% +5% Margin on business activity 6% 7% 7%
Slide 16: Business model remains diversified
Business model remains diversified Proprietary Consulting Solutions 13% 13% 15% 15% Fixed-price 17% 17% Projects Application Outsourcing 33% 33% 22% 22% Staffing Sopra Group offerings 2010 ~ 50% recurring revenue Figures excl. Axway Sopra-Axway - 2011 16
Slide 17: Strong presence in France
Strong presence in France Switzerland (1%) Italy (3%) Benelux (2%) United Kingdom 6% 6% Spain 6% 6% 7% 7% France 81% 81% Revenue by country 2010 Figures excl. Axway Sopra-Axway - 2011 17
Slide 18: Presence in targeted vertical markets
Presence in targeted vertical markets Retail Financial Services Public 7% Sector 7% 18% 28% 28% 18% 12% 12% Telecoms 16% 16% 19% 19% Manufacturing Services, Transport & Utilities Revenue by vertical market - 2010 Figures excl. Axway Sopra-Axway - 2011 18
Slide 19: Careful attention to HR management
Careful attention to HR management 11,650 10,840 10,840 Excl. France 8,230 7,740 7,740 France Total 3,100 3,100 3,420 December 2008 December 2009 December 2010 Sopra Group workforce Figures excl. Axway Sopra-Axway - 2011 19
Slide 20: Sopra Group's strategy post transaction
Sopra Group’s strategy post transaction Unissons nos Talents TALENTED TOGETHER Sopra-Axway - 2011 20
Slide 21: Management team
Management team Pierre Pasquier Pascal Leroy Chairman & CEO Managing Director Jean Mounet Jean-Paul Bourbon Vice-Chairman COO Financial Services François Lefebvre Xavier Pecquet CFO COO Key Accounts Roger Sermet COO Industrialisation Sopra-Axway - 2011 21
Slide 22: Transformation-oriented expertise built on four business lines
Transformation-oriented expertise built on four business lines Consulting Technology Application Outsourcing Proprietary Solutions Sopra-Axway - 2011 22
Slide 23: A culture of excellence
A culture of excellence Constant attention to HR management Ongoing industrialisation of business activities Culture de production Methodologies, project management tools and capitalisation Offshore and nearshore service centres Innovation and value-added offerings Constant re-evaluati
Slide 24: Three strategic orientations
Three strategic orientations VERTICALS OTHER French VERTICALS foundation Evolan: BANKING differentiating factor GEOGRAPHIES European SOFTWARE ambition TRANSFORMATION BUSINESSES FRANCE EUROPE REST OF WORLD Sopra-Axway - 2011 24
Slide 25: Galvanising the French foundation
Galvanising the French foundation One of the market leaders in France Major blue chip accounts In six vertical markets In every region Strategic partner for key accounts Long-term relationships Anchored at the heart of IT systems A premier supplier in volume terms Involved in trans
Slide 26: Rolling out our European ambition
Rolling out our European ambition Serving our business lines and our key accounts Reinforcing our key geographies: UK, Spain, Italy Breaking into new geographies: Germany Sopra-Axway - 2011 26
Slide 27: Differentiating factor: Evolan Banking Solutions
Differentiating factor: Evolan Banking Solutions Evolan is the leading application solution for retail banks in France Ambition: to become a European leader With a complete offering of solutions And direct access to major markets Sopra-Axway - 2011 27
Slide 28: Introducing Axway Software
Introducing Axway Software | © 2011 Axway | All rights reserved.
Slide 29: Agenda
Agenda • A leader in Business Interaction Networks (BIN) • Middleware market • Differentiating factors • A strategy driving a strong growth potential • A solid financial structure • Conclusion 29 | © 2011 Axway | All rights reserved.
Slide 30: Axway today
Axway today Axway, a Business Interaction Networks specialist, helps companies and organisations manage, protect and supervise all business interactions: email, files, messages, services or processes 30 | © 2011 Axway | All rights reserved.
Slide 31: Axway today
Axway today A solid > 11,000 > 1,660 2010 revenue: €208m positioning by clients staff 2010 margin: 14.9% * vertical market * Margin on business activity 31 | © 2011 Axway | All rights reserved.
Slide 32: Our market: Business Interaction Networks
Our market: Business Interaction Networks Governance Processus, Gestion des règles & Métriques Supervisory Clients authorities Operating units Entreprise Divisions ERP Visibility CRM Production plants Suppliers Integrated banking solutions Warehouses Supply Chain Synchrony™ Synchrony™ Points of sale
Slide 33: Breakdown of Axway's business
Breakdown of Axway’s business Breakdown of 2010 revenue • By geographic region: becoming more balanced 4%1% 2% Europe 35% Americas 63% Asia/Pacific 95% 2005 2010 • By revenue type: Licences 28% 27% 38% 36% Maintenance Services 34% 37% 2005 2010 33 | © 2011 Axway | All rights reserved.
Slide 34: Breakdown of Axway's business
Breakdown of Axway’s business Licences Licences Maintenance Maintenance -- Initial -- Initialised Initialised with with the the licence licence Initial right right of of use use -- Pricing -- Pricing Pricing catalogue catalogue Pricing catalogue catalogue -- Standard -- Licence Licence contract cont
Slide 35: Group organisation
Group organisation Headquarters DEVELOPMENT: DISTRIBUTION: 771 staff 743 staff Strategic Europe France, Germany, UK, Italy, Marketing Spain, Benelux, Nordic Operational North America Marketing USA, Canada Product Mgt R&D Asia/Pacific Maintenance & Indirect Support Sales 35 | © 2011 Axway | All right
Slide 36: Board of Directors
Board of Directors • An experienced, tightly-focused Board of Directors – Pierre PASQUIER: Chairman – Kathleen CLARK-BRACCO – David COURTLEY – Hervé DECHELETTE – Christophe FABRE – Pascal IMBERT – Françoise MERCADAL-DELASALLES – Hervé SAINT-SAUVEUR • Governance adapted to the company • Middlenext Co
Slide 37: Management team
Management team • Stable management team, with experience in Axway’s historic component companies: – Sopra Group / Axway, Viewlocity, Cyclone Commerce, Tumbleweed Communications – 3 to 15 years’ experience in the Group => leading-edge expertise in software – Mainly via internal promotion Top managem
Slide 38: Axway today
Axway today 38 | © 2011 Axway | All rights reserved.
Slide 39: A project galvanised over time
A project galvanised over time 39 | © 2011 Axway | All rights reserved.
Slide 40: Robust growth and margins
Robust growth and margins 208 182 171 Revenue (€m) 145 Profit on business activities 117 (€m) 86 75 75 7 31 3 9 12 15 20 19 2003 2004 2005 2006 2007 2008 2009 2010 +7% -2% +15% +37% +24% +18% +6% +14% Total growth +6% -2% +14% +16% +12% +9% -8% +12% Organic growth 9% 4% 10% 10% 10% 12% 10% 15% Margi
Slide 41: The software business (1/2)
The software business (1/2) • Middleware is sensitive to the global economic environment and to overall changes in IT spending • The infrastructure market is undergoing consolidation • Software platforms “embed” an increasing number of external components • OEM • Open Source • Innovation is a necess
Slide 42: The software business (2/2)
The software business (2/2) • Seasonality of the licence business • Dependence on Q4 • H1/H2 profitability • Uncertain profit • Difficult to predict • Influence of licences • Change in exchange rates • Renewal of maintenance contracts • Dependence on the expertise of teams in the services business 4
Slide 43: Agenda
Agenda • A leader in Business Interaction Networks (BIN) • Middleware market • Differentiating factors • A strategy driving a strong growth potential • A solid financial structure • Conclusion 43 | © 2011 Axway | All rights reserved.
Slide 44: Technologies covered by Axway
Technologies covered by Axway Governance Process, Rule management & Metrics Supervisory Clients authorities Operating units Enterprise Divisions ERP Visibility CRM B2B Production plants Suppliers Integrated Integration MFT banking solutions Warehouses Supply Chain Email & Security Points of sale Web
Slide 45: Technologies covered by Axway
Technologies covered by Axway Managed File Transfer (MFT) Application Integration Data transport Process integration management Business-to-Business (B2B) Email Security Transaction management Interaction security 45 | © 2011 Axway | All rights reserved.
Slide 46: Strategic market orientations
Strategic market orientations • Rapid growth of all forms of electronic transactions: • Different technologies (Files, Messages, WebServices, etc.) • Different exchange paradigms (H2H, H2S, S2S) • Rationalisation of transaction systems: Convergence and deployment • Verticalisation of transaction sta
Slide 47: The Business Interaction Networks market Segmentation
The Business Interaction Networks market Segmentation Infrastructure Infrastructure software (€147bn) software (€147bn) Middleware (€15bn) Application software (€89bn) Business Interaction Networks (€4-6bn) Integration MFT Application Server Email B2B Security TPM Portal … Database Business Intellig
Slide 48: Customer stories
Customer stories B2B platform guaranteeing compliance A US healthcare distributor • Solution: One Services Platform – B2B solution • Context and objectives: – Synchrony monitors all in-bound and outbound Optimized, secure healthcare value chain flows – One of the largest healthcare companies; US HQ;
Slide 49: Customer stories
Customer stories A world-wide client exchange hub A global supply chain giant • Solution: 1 shared, multi-enterprise integration platform worldwide – B2B Consolidation Solution • Context and objectives: – Migration to new single system with multiple Global Integration Solution installations – Leadin
Slide 50: Customer stories
Customer stories High performance MFT infrastructure exchange A major European bank • Solution: Stable, reliable, and secure best practices solution for managed file transfer services • Context and objectives: – MFT for Managed, secured environment Ensure centralized control of file transfers on a m
Slide 51: Customer stories
Customer stories Concentration of client exchanges (wholesale bank) • Solution: A major US universal bank SAFE-T, secure file transfer platform between the bank and its business customers – B2B Solution • Context and objectives: – Handle file transfers between customer portals and banking back offic
Slide 52: Customer stories
Customer stories Optimisation of financial and accounting workflows French public sector • Solution: – Integration solution – Based on Synchrony (especially Sentinel, PassPort, Gateway, Integrator, Accounting Integrator) • Context and objectives: – Centralise Country accounting within an ERP (SAP) –
Slide 53: General information on the market
General information on the market • 4 types of competitive profiles • End-to-end IT sector players – MISO (Microsoft, IBM, SAP and Oracle) • Specialised software infrastructure developers (pure players) – Examples: TIBCO, Software AG, Informatica • Niche players – Examples: Seeburger, Ipswitch • Spe
Slide 54: Competitive analysis
Competitive analysis Multiple technologies Governance Process, Rule management & Metrics Supervisory Clients authorities Enterprise SAG,Tibco Visibility Email & BPM Security Axway Suppliers SOA, Integration B2B Apps ESB Hardware, Devpt MFT SAP,IBM,Oracle Web-hosting Resellers firms Security Ecosyste
Slide 55: The market and M&A transactions
The market and M&A transactions Annual revenue for Licences+Maintenance (Consolidation since 2008) • > $2,000m • IBM, Oracle • $200-600m • Microsoft, Software AG, Tibco, Sterling Commerce, Sun, BEA, GXS, Fujitsu, Adobe, NEC, Hitachi • $20-200m • Axway, Progress Software, Pegasystems, IDS Scheer, SAP
Slide 56: Agenda
Agenda • A leader in Business Interaction Networks (BIN) • Middleware market • Differentiating factors • A strategy driving a strong growth potential • A solid financial structure • Conclusion 56 | © 2011 Axway | All rights reserved.
Slide 57: Powerful differentiating factors
Powerful differentiating factors • The only market supplier covering all business interaction uses • A global positioning • A diversified client portfolio • Interaction governance • A trail-blazing, innovative Group 57 | © 2011 Axway | All rights reserved.
Slide 58: A global positioning
A global positioning 58 | © 2011 Axway | All rights reserved.
Slide 59: A diversified client portfolio
A diversified client portfolio • 11,000 clients – The leading client represents less than 3.5% of revenue • Target: major accounts and their ecosystem – 47% of the Top 500 banks – 80% of pharmaceutical firms in the USA – 4 out of 5 global logistics firms • Main vertical markets – Financial services
Slide 60: Blue chip names
Blue chip names Healthcare & Life Sciences Financial Services Manufacturing & Energy Logistics & Transportation Retail & Consumer Services & Telecomm Automotive Government 60 | © 2011 Axway | All rights reserved.
Slide 61: Interaction governance
Interaction governance Visibility Supervising “just in time” interactions Supervise Identification and immedicate resolution of incidents Report Access to the data required to take decisions Alert Real time management of events, recycling and manual entry of data 61 |61©| ©Visibility 2009 ©2011 2011
Slide 62: Interaction governance
Interaction governance A corpus of rules Definition of enterprise rules for risk management, compliance and security policy Risk management Advanced risk management under regulatory constraints Regulatory compliance Tried-and-tested, pragmatic approach to security, prevention of data loss, and regul
Slide 63: Interaction governance
Interaction governance Ecosystem management Managing partners within the ecosystem Accepting new members Associating new partners with the ecosystem — within the hour, not within the day or the week! Supplying service levels Capacity to roll out services throughout the ecosystem, enhance the efficie
Slide 64: A trail-blazing, innovative Group
A trail-blazing, innovative Group • Targeted investment areas • Convergence of interactions • Support for all roll-out methods • Hybrid modules • A substantial level of investment in R&D (more than 15% of revenue) • A multidisciplinary approach to integrate innovation 64 | © 2011 Axway | All rights
Slide 65: Participation in standard-setting
Participation in standard-setting As a sponsor of OASIS, Axway participates in several technical commissions relating to BPEL, ebXML, Web Services (Synchrony is Drummond-certified) As an OMG “Domain member”, Axway actively participates in developing standards such as BPMN (Business Process Modeling
Slide 66: Agenda
Agenda • A leader in Business Interaction Networks (BIN) • Middleware market • Differentiating factors • A strategy driving a strong growth potential • A solid financial structure • Conclusion 66 | © 2011 Axway | All rights reserved.
Slide 67: Growth perspectives
Growth perspectives • Pursue a key account end-to-end approach • Develop the offer mix based on MFT and B2B • Propose “hybrid” offerings • Conduct a targeted acquisition policy • Develop the rationalisation of production processes • Supplement direct commercial distribution via a partnership policy
Slide 68: A high growth-potential strategy
A high growth-potential strategy • Capitalise on competitive advantages – Leverage all technologies to cover Business Interaction Networks • Reinforce clients’ end-to-end approach – Key accounts’ approach and approach by vertical market • Develop the technology platform – Retain a leading edge in th
Slide 69: Capitalise on competitive strengths
Capitalise on competitive strengths • Pursue integration of activities in relation to previous acquisitions • Extend the client portfolio to the key clients’ ecosystems • Optimise growth levers in the core business (MFT, B2B) 69 | © 2011 Axway | All rights reserved.
Slide 70: An end-to-end approach
An end-to-end approach • A rich offer mix • Intensify the vertical approach to reinforce key accounts • Maintain geographical balance • Reinforce presence in growth markets outside domestic markets via the development of partnerships 70 | © 2011 Axway | All rights reserved.
Slide 71: A rich offer-mix
A rich offer-mix Axway Solutions Multi- Multi-Enterprise Multi- Multi-Enterprise Services Cloud/SaaS Cloud/SaaS Infrastructure Solutions • Support • Integration • Secure Mail • Financial Services • Training • B2Bi • MFT • Supply Chain • Consulting • Healthcare • B2B • Healthcare • Implementation Com
Slide 72: Develop the technology platform
Develop the technology platform Supplement portfolio products with hybrid modules Governance Process, Rule management & Metrics Supervisory Clients authorities Operating units Entreprise Divisions ERP Visibility CRM Production plants Suppliers Integrated banking solutions OnDemand Supply Chain Wareh
Slide 73: A targeted external growth policy
A targeted external growth policy • Continue participating in market consolidation (as in the past) – Countries • USA – UK – tectical positions in Europe – Emerging markets – Clients’ installed base • Promote cross-selling – Complementary technologies • Cloud 73 | © 2011 Axway | All rights reserved.
Slide 74: Agenda
Agenda • A leader in Business Interaction Networks (BIN) • Middleware market • Differentiating factors • A strategy driving a strong growth potential • A solid financial structure • Conclusion 74 | © 2011 Axway | All rights reserved.
Slide 75: Change in debt and financing structure
Change in debt and financing structure • Axway received financing from Sopra Group via a current account in the amount of €68.3m at end-2010. • €100m in bank financing has been set up, in addition to a €20m overdraft facility. • A €50-65m capital increase of Axway should be carried out soon after th
Slide 76: Simplified income statement
Simplified income statement Financial Year Financial Year Financial Year Financial Year (in thousands of euros) 2010 2010 Restated 2009 2008 Revenue Licences 77,948 77,948 61,186 61,453 Maintenance 78,578 78,578 71,487 56,190 Sub‐total Licences and Maintenance 156,526 156,526 132,673 117,643 Service
Slide 77: Simplified balance sheet
Simplified balance sheet 31 DECEMBER 31 DECEMBER 31 DECEMBER (in thousands of euros) 2010 2009 2008 Non‐current assets 208,587 186,319 185,165 Current assets 99,820 74,468 71,534 TOTAL ASSETS 308,407 260,787 256,699 Equity ‐ Group share 148,095 110,309 102,986 Minority interests 2 2 3 Non‐current li
Slide 78: Simplified statement of shareholders' equity
Simplified statement of shareholders’ equity Share Capital Consolidated Profit for Translation Actuarial Total Minority Total capital reserves reserves the year reserves gains and Group interests losses share recognised for post‐ employment (in thousands of euros) obligations EQUITY AT 31/12/2009 75
Slide 79: Simplified statement of net debt
Simplified statement of net debt 31‐déc‐10 31‐déc‐09 31‐déc‐08 (in thousands of euros) NET DEBT AT 1 JANUARY (A) 67 123 69 145 45 280 Cash from operations after cost of net debt and tax 31 041 13 346 7 805 Cost of net financial debt 1 715 1 207 4 417 Income taxes (including deferred tax) ‐ 3 046 5 3
Slide 80: Simplified cash flow statement
Simplified cash flow statement Financial year Financial year Financial year (in thousands of euros) 2010 2009 2008 Consolidated net profit 26,596 9,980 7,865 Cash from operations after cost of net debt and tax 31,041 13,346 7,805 Cost of net financial debt 1,715 1,207 4,417 Income taxes ‐ 3,046 5,36
Slide 81: A solid financial footing
A solid financial footing 14.90 13.78 67% 61% 4.15 31% 3.34 3.25 1.58 Net debt/Equity Net debt/EBITDA* PRO**/Cost of net debt 2008 2009 2010 *EBITDA: €29.2m in 2010 **PRO: Operating profit 81 | © 2011 Axway | All rights reserved.
Slide 82: Agenda
Agenda • Introduction • A leader in Business Interaction Networks (BIN) • Middleware market • Differentiating factors • A strategy driving a strong growth potential • A solid financial structure • Conclusion 82 | © 2011 Axway | All rights reserved.
Slide 83: A trail-blazing, innovative Group in a dynamic market
A trail-blazing, innovative Group in a dynamic market • A market (Business Interaction Networks) where the Group has a strong positioning and differentiating factors • A balanced business model • A diversifed client portfolio • A state-of-the-art technology platform • A trail-blazing, innovative Gro
Slide 84: Appropriate positioning for a successful long-term project
Appropriate poisitioning for a successful long-term project Governance Process, Rule management & Metrics Supervisory Clients authorities Enterprise SAG,Tibco Visibility Email & BPM Security Axway Suppliers SOA, Integration B2B Apps ESB Hardware, Devpt MFT SAP, IBM, Oracle Web-hosting Resellers firm
Slide 85: Questions / Answers
Questions / Answers | © 2011 Axway | All rights reserved.
Slide 86: Contacts
Contacts Kathleen Clark Bracco Patrick Gouffran Investor Relations Officer Investor Relations Officer +33 (0)1 40 67 29 61 +33 (0)1 40 67 29 26 kbraccoclark@sopragroup.com pgouffran@axway.com www.sopragroup.com www.axway.com 86 | © 2011 Axway | All rights reserved.